EXHIBIT 10.15
AGREEMENT AND PLAN OF ACQUISITION BY AND BETWEEN
HOMELIFE SECURITIES, INC. AND HOMELIFE, INC.
DATED APRIL 15, 1996 FOR HOMELIFE REALTY SERVICES, INC.
AGREEMENT AND PLAN
OF ACQUISITION
AGREEMENT AND PLAN OF ACQUISITION by and between HomeLife Securities, Inc., a
Canadian corporation (here-in-after sometimes referred to as "Seller") and
HomeLife, Inc., a Nevada corporation (here-in-after sometimes referred to as
"Buyer").
WHEREAS, the Boards of Directors of Seller, and Buyer deem it advisable for
the mutual benefit of Seller and Buyer and their respective shareholders that
the assets of Seller be acquired by Buyer (the "Acquisition"), and have
approved this Agreement and Plan of Acquisition (the Agreement");
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, and for the purpose of
setting forth certain terms and conditions of the Acquisition, and the method
of carrying the same into effect, Seller and Buyer agree as follows:
ARTICLE I
ACQUISITION AND ORGANIZATION
SECTION 1.0 AGREEMENT TO BUY AND SELL. Seller agrees to sell to Buyer for
two million five hundred thousand (2,500,000) shares of Buyer's common stock,
all of the stock ownership of HomeLife Reality Services, Inc. a Delaware
Corporation (here-in-after sometimes referred to as "HRS"), and Buyer agrees
to issue to Seller two million five hundred thousand (2,500,000) shares of
Buyer's common stock, for said ownership.
SECTION 1.1 THE ACQUISITION. As of April 15, 1996 (the "Closing Date"),
subject to the terms and conditions hereof, Seller shall transfer, to Buyer,
one hundred percent (1000%) ownership of HRS.
SECTION 1.3 EFFECT OF ACQUISITION. The parties agree to the following
provisions with respect to the Acquisitions contemplated herein:
(a) Corporate Organization. The separate corporate existences of
Buyer and Seller shall continue following the Acquisition. Each Constituent
Corporation shall continue to be responsible for its respective liabilities
and obligations.
(b) Closing Date. Said Acquisition shall be consummated and the
closing of this Agreement shall occur immediately upon the signing of this
Agreement by the parties (the "Closing Date"). The Closing shall take place
at the, corporate offices of Buyer.
ARTICLE 2
THE ACQUISITION
SECTION 2.1 ISSUANCE OF SHARES IN THE ACQUISITION. At the Closing, Buyer
shall issue to Seller two million five hundred thousand (2,500,000) shares of
Buyer's common stock in exchange for all of the issued and outstanding shares
of HomeLife Reality Services, Inc. a Delaware corporation.
SECTION 2.2 FURTHER TRANSFER OF STOCK. The shares to be issued by Buyer under
2.1 (a) above shall be issued as investment shares and transfer of such
shares shall be restricted as required by State and Federal Securities law.
SECTION 2.3 TRANSFER OF STOCK CERTIFICATES. Seller shall deliver to buyer at
the time of signing of this Agreement properly endorsed stock certificate(s)
transferring the ownership of HRS to buyer. Buyer upon receipt of said
certificate(s) shall instruct it's stock transfer agent and registrar to
issue to seller two million five hundred thousand (2,500,000) shares of
Buyer's common stock.
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ARTICLE 3
ADDITIONAL AGREEMENTS
SECTION 3.0 CONDUCT OF BUSINESS PENDING ACQUISITION. Unless and until this
Agreement has been terminated in accordance with its terms, neither Buyer or
Seller will solicit or encourage, directly or indirectly, any inquiries or
proposals to acquire any shares of the capital stock or any significant
portion of the total assets of Buyer.
SECTION 3.1 REASONABLE EFFORTS. Subject to the terms and conditions hereof,
each of the parties hereto agree to use any and all reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary to satisfy the other conditions of Closing set forth herein.
SECTION 3.2 CONDUCT OF BUSINESS PENDING ACQUISITIONS OF ASSETS. Buyer
covenants and agrees that, prior to the Closing Date, unless Seller shall
otherwise agree in writing and except as contemplated by this Agreement:
(a) the business of Buyer shall be conducted only in the ordinary
and usual course and consistent with past practices, and shall not purchase
or sell (or enter into any agreement to purchase or sell) any properties of
assets or make any other changes in the operations of Buyer taken as a whole;
(b) Buyer shall not (i) amend its Articles of Incorporation or
By-Laws, (H) change the number of authorized or outstanding shares of its
capital stock (except as set forth Section 2.1 (a) hereof), or (iii)
declare, set Aside or pay any dividend or other distribution of payment in
cash, stock or property in respect of the shares;
(c) Buyer shall not issue or pledge any shares of; or rights of any
kind to acquire any shares of, the Capital stock of Buyer, (ii) incur any
indebtedness other than in the ordinary course of business, (ii) acquire
directly or indirectly by redemption or otherwise any shares of the capital
stock of Buyer of any class or (iv) enter into or modify any contract,
agreement, commitment or arrangement with respect to any of the foregoing;
(d) Buyer shall use its best efforts to pre-serve intact the
business organization of Buyer, to keep available the services of their
current officers and key employees, and to preserve the good will of those
having business relationships with them;
(e) Buyer will not (i) increase the compensation payable or to
become payable by it to any of its officers or directors, (ii) make any
payment or provision with respect to any bonus, profit sharing, stock option,
stock purchase, employee stock ownership, pension, retirement, deferred
compensation, employment or other payment plan, agreement or arrangement for
the benefit of their employees, (iii) grant any stock options or stock
appreciation tights or permit the exercise of such rights is subject to the
discretion of Buyer, (iv) make any change in the compensation to be received
by any officer of Buyer, or adopt, or amend to increase compensation or
benefits payable under, any collective bargain bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment termination, severance or other plan, agreement, trust, fund or
arrangement for the benefit of employees, (v) enter into any agreement with
respect to termination or severance pay, or any employment agreement or other
contract or arrangement with any officer or director or employee of Buyer
with respect to the performance of personal services that is not terminable
without liability by it in thirty days' notice or less (vi) increase benefits
payable under its current severance or termination pay agreements or policies
or (vii) make any loan or advance to, or enter into any written contract,
lease or commitment with, any officer or director of Buyer;
(f) Buyer shall not assume, guarantee, endorse or otherwise become
responsible for the obligations of any other individual, firm or corporation
or make any loans or advances to any individual, firm or corporation;
(g) Buyer shall not make any investment of a capital nature either
by purchase of stock or securities, contributions to capital, property
transfers or otherwise, or by the purchase of any property or assets or any
other individual, firm or corporation;
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(h) Buyer shall not reduce its cash or short term investments or
their equivalent, other than to meet cash needs arising in the ordinary
course of business, consistent with past practices, or in performing its
obligations under this Agreement; and
(i) Buyer shall not enter into an agreement to do any of the things
described in clauses (a), (b), (c), (e), (f), (g) and (h).
SECTION 3.3 ACCESS AND INFORMATION. Buyer and Seller shall provide each to
the other: (a) Buyer shall afford to Seller and its accountants, counsel and
other representatives full access, during normal business hours throughout
the period prior to the Closing Date, to all of the properties, books,
contracts, commitments and records (including but not limited to tax returns)
of Buyer and, during such period, Buyer shall furnish promptly to Seller (i)
a copy of each report, schedule and other document filed or received by it
pursuant to the requirements of federal or state securities laws, and (ii)
all other information concerning the business, properties and personnel of
Buyer that may reasonably be requested. In the event of the termination of
this Agreement, Buyer will, and will cause its representative to, deliver to
Seller all documents, work papers and other material, and all copies thereof,
obtained by it or on its behalf from Seller as a result of this Agreement or
in connection herewith, whether so obtained before or after the execution
hereof, and will hold in confidence all confidential information, and will
not use any such confidential information, until such time as such
information is otherwise publicly available or as it is advised by counsel
that any such information or document is required by law to be disclosed. If
this Agreement is terminated, Buyer will promptly deliver to Seller all
documents so obtained by it.
(b) Seller shall afford to Buyer and its accountants, counsel and
other representatives full access, during normal business hours throughout
the period prior to the Closing Date, to all of the books and records,
(including but not limited to tax returns) pertaining to the company being
Acquired by Buyer, during such period, Seller shall furnish promptly to Buyer
(i) a copy of each report, schedule and other document filed or received by
it pursuant to the requirements of federal or state securities laws, and
requested by Buyer. In the event of the termination of this Agreement, Seller
will, and will cause its representative to, deliver to Buyer all documents,
work papers and other material, and all copies thereof, obtained by it or on
its behalf from Buyer as a result of this Agreement or in connection
herewith, whether so obtained before or after the execution hereof, and will
hold in confidence all confidential information, and will not use any such
confidential information, until such time as such information is otherwise
publicly available or as it is advised by counsel that any such information
or document is required by law to be disclosed. If this Agreement is
terminated, Seller will deliver to Buyer all documents so obtained by it.
SECTION 3.4 NOTICE OF ACTIONS AND PROCEEDINGS. Buyer shall promptly notify
Seller, and Seller shall promptly notify Buyer of any claims, actions,
proceedings or investigations commenced or, to the best of its knowledge,
threatened, involving or affecting Buyer or Seller or any of their property
or assets, of, to the best of its knowledge, against any employee; consultant
director, officer or shareholder, in his, her or its capacity as such, of
Buyer or Seller which, if pending on the date hereof would have been required
to have been disclosed in writing pursuant to Section 4.2(d) hereof or which
relates to the consummation of the Acquisition or the transactions
contemplated hereby.
SECTION 3.5 NOTIFICATION OF OTHER CERTAIN MATTERS. Buyer shall give prompt
notice to Seller and Seller shall give prompt notice to Buyer, of any notice
of, or other communication relating to, a default or event which, with
notice-or lapse of time or both, would become a default, received by Buyer or
Seller subsequent to the date of this Agreement and prior to the Closing
Date, under any agreement, indenture or instrument material to the financial
condition, properties, business or results of operations of Buyer or Seller
taken as a whole to which Buyer or Seller is a party or is subject;
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER
Buyer, represents and warrants to, and agrees with Seller as follows:
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SECTION 4.0 ORGANIZATION AND GOOD STANDING. Buyer is a duly incorporated and
validly existing corporation in good standing, under the laws of Nevada, with
all requisite power and authority (corporate and other) to own its properties
and conduct its business.
SECTION 4.1 AUTHORIZATION: BINDING AGREEMENT. Buyer has the requisite
corporate power and authority to execute and deliver this Agreement and to
carry out the transactions contemplated hereby. This Agreement has been duly
and validly authorized, executed and delivered by Buyer and constitutes a
valid and binding agreement of Buyer in accordance with its terms.
SECTION 4.2 CAPITALIZATION. The authorized capital stock of Buyer consists of
five million (5,000,000) shares of common stock, par value $.001 per share,
One hundred thousand (100,000) shares of preferred stock, no par value, which
may be issued by the board of directors as one (1) or more classes. Prior to
the issuance of the stock authorized by this Agreement there were as of March
31, 1996 one million thirty seven thousand one hundred ninety (1,037,190)
common shares authorized to be issued. There were no preferred shares Issued.
As of the date here of only one million thirty seven thousand nine hundred
fifty nine (1,037,959) common shares have actually been issued by the Buyer's
transfer agent and registrar due to a delay by buyer. All of the authorized
to be and outstanding share of the capital stock of Buyer are fully paid and
nonassessable. Buyer is not aware of any voting trust, voting agreements or
similar understanding. Buyer does not have any options, subscriptions or
other rights, Agreements or commitments, which either: (a) obligates Buyer to
issue, sell or transfer any shares of the capital stock of Buyer or (b)
restricts the issuance of or otherwise relates to the shares of its common
stock.
SECTION 4.3 LITIGATION. As of the date hereof there are no claims, actions,
proceedings, or investigations pending or, to the best knowledge of Buyer,
threatened against Buyer or to the best of Buyer's knowledge, pending or
threatened against any subsidiary company, partnership, employee, consultant,
director, officer or shareholder, in his or its capacity as such, before any
court or governmental or regulatory authority or body which, if decided
adversely, could materially and adversely affect the financial condition,
business, prospects or operations of Buyer or it's subsidiaries or
partnership(s). As of the date hereof, neither Buyer nor any of its property
is subject to any order, judgement, injunction or decree, which materially
and adversely affects the financial condition, business, prospects or
operations of Buyer.
SECTION 4.4 FINANCIAL STATEMENTS AND REPORTS. Buyer has provided Seller with
true and complete copies of financial statements prepared. by an independent
Certified Public Accountant in accordance with generally accepted accounting
principles applied on a consistent basis (except as otherwise noted in such
statements) and present fairly the financial position, results of operations
and changes in financial position of holdings being acquired.
SECTION 4.4 ABSENCE OF BEACH. The execution, delivery and performance by
Buyer of this Agreement, and the performance by Buyer of its obligations
hereunder, do not (i) conflict with or result in a breach of any of the
provisions of its articles of incorporation or by-laws: I
(a) Buyer shall have performed in all material respects their
agreements contained in this Agreement required to be performed on or prior
to the Closing Date including those specified in Section 4.4 herein;
(b) Buyer's representations and warranties set forth in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of such date, except as contemplated or
permitted by this Agreement,
(c) Seller shall have delivered to Buyer copies of resolutions duly
adopted by its Board of Directors approving the execution and delivery of
this Agreement, such resolutions being certified by the Secretary;
(d) No action or preceding before any court or governmental or
regulatory authority or body, United States, federal or state or foreign,
shall have been instituted (and be pending) or threatened by any governmental
authority, which seeks to prevent or delay the consummation of the
Acquisition or which challenges any of the terms or provisions of this
Agreement;
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(e) No order issued by any United States federal or state or foreign
governmental or regulatory authority or body of by any court of competent
jurisdiction nor any statute, rule, regulation or executive order promulgated
or enacted by any The United States federal state or foreign governmental
authority which prevents the consummation of the Acquisition shall be in
effect;
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER
Seller, represents and warrants to, and agrees with Buyer as follows:
SECTION 5.0 ORGANIZATION AND GOOD STANDING. Seller is a duly incorporated and
validly existing corporation in good standing under the laws of Canada, with
all requisite power and authority (corporate and other) to own its properties
and conduct its businesses.
SECTION 5.1 AUTHORIZATION: BINDING AGREEMENT. Seller has the requisite
corporate power and authority to execute and deliver this Agreement. This
Agreement has-been duly and validly authorized, executed and delivered by
Seller and constitutes a valid and binding agreement of Seller in accordance
with its terms.
SECTION 5.2 ABSENCE OF BREACH. The execution, delivery and performance by
Seller of this Agreement, and the performance by Seller of its obligations
hereunder do not (i) conflict with or result in a breach of any of the
provisions of its articles of incorporation or by-laws, (ii) subject to
obtaining the governmental and other consents referred to in Section 5.4
hereof, contravene any law, rule or regulation of any province or of Canada
or any political subdivision thereof or therein, or any order, writ,
judgement, injunction, decree, determination or award currently in effect,
which, singly or in the aggregate, would have a material adverse effect on
Seller, (iii) conflict in any respect with or result shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions any
one or more of which may effect the company HLR being sold to Buyer.
ARTICLE 6
CONDITIONS
SECTION 6.0 CONDITIONS TO EACH PARTY'S 0BLIGATION TO EFFECT THE ACQUISITION.
The respective, obligations of each party to effect the Acquisition shall be
subject to the fulfillment at or prior to the Closing Date of the following
conditions:
(a) this Agreement and the transactions contemplated hereby having
been approved and adopted at or prior to the Closing Date by the requisite
vote of the board of directors of each party;
(b) no preliminary or permanent injunction or other order issued by any
federal or state court of competent jurisdiction in the United States or
Canada preventing the consummation of the Acquisition shall be in effect.
SECTION 6.1 CONDITIONS OF OBLIGATION TO BUYER TO EFFECT ACQUISITION. The
obligations of Buyer to effect the Acquisition shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions any
one of which may be waived by Buyer:
(a) Seller shall have performed in all material respects their
agreements contained in this Agreement required to be performed on or prior
to the Closing Date including those specified in Section 6.5 herein;
(b) Sellers, representations and warranties set forth in this
Agreement shall be true and correct in all material respects on and as of the
Closing Date as if made on and as of such date, except as contemplated or
permitted by this Agreement;
(c) Seller shall have delivered a certificate of its President or
its Chairman of the Board to the effect set forth in paragraphs (a) and (b)
of this Section 6.2;
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(d) Seller shall have delivered to Buyer copies of resolutions duly
adopted by its Board of Directors approving the execution and delivery of
this Agreement, such resolutions being certified by the Secretary;
SECTION 6.3 CONDITIONS TO THE OBLIGATION OF SELLER TO EFFECT THE ACQUISITION.
The obligation of' Seller to effect the Acquisition shall be subject to the
fulfillment at or prior to the Closing Date of the following conditions, any
one or more of which may be waived by Seller:
(a) Seller shall- have performed in all material respects on
or prior to the Closing Date;
(b) The representations and warranties of buyer set forth in this
Agreement shall be true and correct in a material respects on and as of
Closing Date as if made on and as of such date, except as contemplated or
permitted by this Agreement;
(c) Except to the extent such consent are not required at Closing
Date, Seller shall received the consents or exemptions, or made the filings,
as the case may be, which were referred to in Section 5.4;
(d) Buyer shall have delivered a certificate of its President to the
effect set forth in paragraphs (a) and (b) of this Section 6.3;
(e) Buyer shall have delivered to Seller copies of resolutions duly
adopted by the Board of Directors of the Company approving the execution and
delivery of this Agreement such resolutions being certified by the Secretary
of the Company;
(f) No action or proceeding before any court or governmental or
regulatory authority or body, United States federal or state or foreign,
shall have been instituted (and be pending or threatened) by any government
or governmental authority, which seeks to prevent or delay the consummation
of the Acquisition or which challenges any of the terms or provisions of this
Agreement;
(g) No order issued by the United States federal or state or foreign
governmental or regulatory authority or body, or by any court of competent
jurisdiction nor any statute, rule regulation, or executive order promulgated
or enacted by any United States.
ARTICLE 7
TERMINATION
SECTION 7.0 BOARD ACTION. This Agreement may be terminated at any time by
mutual consent of the Boards of Directors of Seller and Buyer.
SECTION 7.1 CERTAIN DATES. In the event the Acquisition shall not have become
effective on or before April 15, 1996, this Agreement may be terminated by
either party upon written notice, whether before, or after approval of the
Acquisition thereof by the board of directors of Buyer. This Agreement shall
terminate automatically if the Acquisition has not been consummated by April
15, 1996,
SECTION 7.2 EFFECT OF TERMINATION . In the event of the termination of this
Agreement this Agreement shall thereafter become void and have no effect and
no party hereto shall have any liability to any other party hereto or its
shareholders or directors or officers in respect thereof, except for the
obligations of the parties hereto in Section 8.1 hereof.
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ARTICLE 8
GENERAL AGREEMENTS
SECTION 8.0 COOPERATION. Each of the parties hereto shall cooperate with the
other in every reasonable way in carrying out the transactions contemplated
herein, and in delivering all documents and instruments deemed reasonably
necessary or useful by counsel for any party hereto.
SECTION 8.1 COSTS. All costs and expenses incurred in connection with this
Agreement and the transactions. contemplated hereby shall. be the sole
responsibility of Buyer.
SECTION 8.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties in this Agreement or in any instrument or certificate
delivered pursuant to this Agreement delivered on or prior to the Closing
Date shall survive the consummation of the Acquisition.
SECTION 8.3 NOTICES. All notices and other communications hereunder shall. be
in writing and shall be deemed to have been duly given If delivered by
messenger, transmitted by fax or telegram or mailed by registered or
certified mail, postage prepaid, as follows:
(a) If to Seller, to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
HomeLife Securities, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇
(b) If to Buyer, to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
HomeLife, Inc
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The date of any such notice shall be the date hand delivered or otherwise
transmitted or mailed.
SECTION 8.4 AMENDMENT. This Agreement (including the documents and
instruments referred to herein or therein) (a) constitutes the entire
agreement and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof, (b) is not intended to confer upon any other person any rights or
remedies hereunder, and (c) shall not be assigned by operation of law or
otherwise. This Agreement may be amended or modified in whole or in part to
the extent permitted by California law at any time, by an agreement in
writing executed to do so by the Board of Directors of Seller and Buyer.
SECTION 8.5 WAIVE . At any time prior to the Closing Date, the parties hereto
may (a) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (b) waive any inaccuracies in the
representation and warranties contained herein or in any document delivered
pursuant hereto, and (c) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid if set forth in an instrument in
writing or waiver signed on behalf of such party.
SECTION 8.6 BROKER. Seller and Buyer represent and warrant that no broker
finder or investment banker is entitled to any brokerage, finder's or other
fee or commission in connection with this transaction.
SECTION 8.7 PUBLICITY. So long as this agreement is in effect the parties
hereto shall not issue or cause the publication of any press release or other
announcement with respect to this Agreement without the consent of the other
party, which consent shall not be unreasonably withheld or delayed where such
release or-announcement is required by applicable law.
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SECTION 8.8 HEADINGS . The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 8.9 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of and is enforceable by the respective successors and
assigns of the parties hereto.
SECTION 8. 10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF the parties have executed this Agreement by their duly
authorized officers as of the 1st day of April, 1996.
Buyer: HomeLife, Inc.
Attest:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
Seller: HomeLife Securities, Inc.
Attest:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
/s/ Gabrielle Jeans
------------------------------------
Gabrielle Jeans, Secretary
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